Aon Reports Third Quarter 2009 Results

October 30, 2009 6:30 AM EDT

CHICAGO, Oct. 30 /PRNewswire-FirstCall/ -- Aon Corporation (NYSE: AOC) today reported results for the third quarter ended September 30, 2009.

Net income attributable to Aon stockholders was $120 million or $0.41 per share, compared to $117 million or $0.40 per share for the prior year quarter. Net income attributable to Aon stockholders from continuing operations decreased 25% to $117 million or $0.40 per share, compared to $155 million or $0.53 per share for the prior year quarter. Net income attributable to Aon stockholders from continuing operations per share, excluding certain items, decreased 6% to $0.65 compared to $0.69 for the prior year quarter, including a $62 million or 69% decline in investment income. Certain items that impacted third quarter results and comparisons with the prior year quarter are detailed in the reconciliation of non-GAAP measures on page 12 of this press release.

"Our third quarter results reflect solid operational discipline, as highlighted by a 140 basis point adjusted pretax margin improvement in our Brokerage segment, despite difficult economic and industry conditions and a 69 percent decline in total investment income," said Greg Case, president and chief executive officer. "We continue to make substantial investments across our businesses with the rollout of our Global Risk Insight Platform and the introduction of Inpoint, our insurance carrier consulting business, as well as the addition of key talent in Consulting. As we invest in future growth opportunities, our 2007 and Aon Benfield restructuring programs will continue to deliver additional cost savings as we have achieved less than 40 percent thus far, of the total $589 million of estimated annual savings under these two programs. Lastly, our balance sheet and strong cash flow provide significant financial flexibility to create shareholder value, as highlighted by the repurchase of an additional $125 million of stock during the quarter."

THIRD QUARTER FINANCIAL SUMMARY

Total revenue decreased 2% to $1.8 billion due to a 5% decline resulting from foreign currency translation and a 69% decline in investment income, partially offset by a 9% increase from acquisitions, primarily Benfield, net of dispositions.

Total operating expenses were similar to the prior year quarter at $1.6 billion, including an $82 million favorable impact from foreign currency translation, partially offset by a $45 million increase in restructuring charges and operating expenses from the Benfield merger.

Restructuring expenses related to the 2007 and Aon Benfield restructuring programs were $99 million in the third quarter compared to $54 million in the prior year quarter. An analysis of restructuring-related expenses by segment and type for both the 2007 and Aon Benfield restructuring programs are detailed on page 13 of this release.

Restructuring savings in the third quarter related to the 2007 restructuring program are estimated at $68 million compared to $29 million in the prior year quarter. Of the estimated restructuring savings in the third quarter, $57 million were related to the Brokerage segment primarily for workforce reduction. Before any potential reinvestment of savings, the 2007 restructuring program is now expected to deliver cumulative cost savings of approximately $240-245 million in 2009 and $467 million of annualized run-rate cost savings by the end of 2010, primarily as a result of additional cost savings opportunities to streamline support functions globally.

Restructuring savings in the third quarter related to the Aon Benfield restructuring program are estimated at $14 million. Before any potential reinvestment of savings, the Benfield restructuring program is now expected to deliver cumulative cost savings of $45-50 million in 2009, $90-100 million in 2010 and $122 million in 2011.

Currency fluctuations in the third quarter negatively impacted income from continuing operations by $0.01 per diluted share when the Company translates prior year quarter results at current quarter foreign exchange rates.

Effective tax rate on continuing operations was 26.7% for the third quarter compared to 27.1% for the prior year quarter. The rate in the third quarter includes an underlying tax rate on operations of 28.0%.

Average diluted shares outstanding decreased to 292.1 million in the third quarter compared to 293.9 million in the prior year quarter. As a result of accounting guidance introduced in the first quarter, share-based payment awards which receive non-forfeitable dividends are now included in the calculation of basic and diluted shares outstanding. Average diluted shares outstanding increased by approximately 3.4 million in the third quarter and 3.6 million in the prior year quarter as a result of these share-based awards being included in the calculation of diluted earnings per share.

During the quarter, the Company repurchased 3.0 million shares of common stock for $125 million. As of September 30, the Company had approximately $605 million of remaining share repurchase authorization.

Discontinued Operations after-tax income was $3 million or $0.01 per share compared to an after-tax loss of $38 million or $0.13 per share for the prior year quarter. Discontinued operations include adjustments to the gains and losses of previously sold companies. The prior year quarter includes the results of Automobile Insurance Specialists (AIS) and post-close adjustments related to the sale of Combined Insurance Companies of America (CICA) and Sterling Life Insurance (Sterling).

THIRD QUARTER SEGMENT REVIEW

Certain noteworthy items impacted pretax income and pretax margins in the third quarter of 2009 and 2008. The third quarter segment reviews provided below include supplemental information related to adjusted pretax income and pretax margin which is described in detail on the "Reconciliation of the Impact of Non-GAAP Measures on Segments and Diluted Earnings Per Share" on page 12 of this press release.


    RISK AND INSURANCE BROKERAGE SERVICES
    -------------------------------------

                  Third Quarter Ended                        Less:
    (millions)    -------------------             Less:  Acquisitions, Organic
    Commissions,     Sep 30,  Sep 30,    %      Currency Divestitures, Revenue
    Fees and Other    2009     2008   Change     Impact       Other     Growth
    --------------    ----     ----   ------     ------       -----     ------
    Americas          $541     $557       (3)%       (2)%         -%      (1)%
    U.K.               167      182       (8)        (9)          5       (4)
    EMEA               273      314      (13)        (7)         (1)      (5)
    Asia Pacific       111      120       (8)        (5)         (2)      (1)
    Reinsurance        379      252       50         (4)         58       (4)
                       ---      ---      ---        ---         ---      ---
    Subtotal        $1,471   $1,425        3%        (5)%        11%      (3)%
                    ------   ------      ---        ---         ---      ---
    Investment
     Income             18       48      (63)%
                       ---      ---      ---
    Total Revenue   $1,489   $1,473        1%
                    ======   ======      ===



Risk and Insurance Brokerage Services total revenue increased 1% to $1.5 billion compared to the prior year quarter due to an 11% increase from acquisitions, primarily Benfield, net of dispositions, partially offset by a 5% unfavorable impact from foreign currency translation on commissions and fees and a 63% decline in investment income. Americas organic revenue decreased 1% due primarily to weak economic conditions and a soft market in both U.S. Retail and Canada, partially offset by strong growth in Latin America. U.K. organic revenue decreased 4% due primarily to weak economic conditions and lower new business. EMEA organic revenue decreased 5% as weak economic conditions in continental Europe offset growth in certain emerging markets. Asia Pacific organic revenue decreased 1% reflecting the impact of exiting certain businesses in Japan, partially offset by modest growth in New Zealand and certain emerging markets. Reinsurance organic revenue decreased 4% due primarily to higher cedent retentions in treaty business, partially offset by new business growth globally in treaty placements.



                                        Third Quarter Ended
                                        -------------------
    (millions)                          Sept 30,    Sept 30,       %
                                          2009        2008      Change
                                        ------      ------      ------
    Revenue                             $1,489      $1,473         1%
    Expenses
       Compensation and benefits           909         910         -
       Other expenses                      393         380         3
                                         -----         ---       ---
     Total operating expenses            1,302       1,290         1
                                         -----       -----       ---
                                          $187        $183         2%
     Operating income
       Other (income) expense               (1)         (9)      (89)
                                          ----        ----       ---
    Pretax  income                        $188        $192        (2)%
                                          ====        ====       ===
    Pretax  margin                        12.6%       13.0%

    Pretax income - adjusted              $274        $251         9%
    Pretax margin - adjusted              18.4%       17.0%


Compensation and benefits for the third quarter was similar to the prior year quarter including a $48 million favorable impact from foreign currency translation, benefits related to the restructuring programs and lower discretionary incentive compensation, primarily offset by increased operating expenses from the Benfield merger and a $7 million increase in restructuring related costs. Other expenses for the third quarter increased $13 million from the prior year quarter due primarily to a $24 million increase in restructuring related costs, the inclusion of Benfield operating expenses and an $11 million increase in intangible amortization expense related to the merger with Benfield, partially offset by a $18 million favorable impact from foreign currency translation.

Third quarter pretax income decreased 2% to $188 million. Adjusting for certain items detailed on page 12 of this press release, pretax income increased 9% or $23 million to $274 million and pretax margin increased 140 basis points to 18.4% versus the prior year quarter due primarily to benefits of the restructuring programs, lower discretionary incentive compensation and the inclusion of pretax income from the merger with Benfield, partially offset by a $30 million decrease in investment income and higher intangible amortization expenses.


    CONSULTING
    ----------
                      Third Quarter Ended                   Less:
    (millions)        -------------------        Less:   Acquisitions, Organic
    Commissions,     Sept 30,  Sept 30,   %    Currency  Divestitures, Revenue
    Fees and Other     2009      2008   Change   Impact      Other      Growth
    --------------     ----      ----   ------   ------      -----      ------
    Services           $262      $284     (8)%      (4)%        1%       (5)%
    Outsourcing          46        51    (10)       (6)         1        (5)
                        ---       ---    ---       ---        ---       ---
    Subtotal           $308      $335     (8)%      (4)%        1%       (5)%
                       ----      ----    ---       ---        ---       ---
    Investment
     Income               -         2   (100)%
                        ---       ---    ---
    Total Revenue      $308      $337     (9)%
                       ====      ====    ===


Consulting total revenue decreased 9% to $308 million compared to the prior year quarter due primarily to a 5% decline in organic commissions and fees revenue and a 4% unfavorable impact from foreign currency translation. Organic revenue in Consulting Services decreased 5% primarily reflecting a decline in compensation and human capital consulting. Organic revenue in Outsourcing declined 5% as a previously announced outsourcing contract winds down.


                                        Third Quarter Ended
                                        -------------------
    (millions)                          Sept 30,    Sept 30,      %
                                          2009        2008     Change
                                          ----        ----     ------
    Revenue                               $308        $337       (9)%
    Expenses
       Compensation and benefits           198         206       (4)
       Other expenses                       77          79       (3)
                                           ---         ---      ---
     Total operating expenses              275         285       (4)
                                           ---         ---      ---
     Operating income                      $33         $52      (37)%
       Other (income) expense                -           -      N/A
                                           ---         ---      ---
    Pretax  income                         $33         $52      (37)%
                                           ===         ===      ===
    Pretax  margin                        10.7%       15.4%

    Pretax income - adjusted               $48         $53       (9)%
    Pretax margin - adjusted              15.6%       15.7%



Compensation and benefits for the third quarter decreased 4% or $8 million from the prior year quarter including a $9 million favorable impact from foreign currency translation, benefits related to the 2007 restructuring program and lower discretionary incentive compensation, partially offset by a $7 million increase in restructuring related costs. Other expenses decreased 3% or $2 million compared to the prior year quarter due to a $3 million favorable impact from foreign currency translation.

Third quarter pretax income decreased 37% to $33 million. Adjusting for certain items detailed on page 12 of this press release, pretax income decreased 9% or $5 million to $48 million and pretax margin decreased 10 basis points to 15.6% versus the prior year quarter as lower organic revenue was partially offset by benefits related to the 2007 restructuring program and lower discretionary incentive compensation.


    UNALLOCATED INCOME AND EXPENSE
    ------------------------------
                                             Third Quarter Ended
                                             -------------------
    (millions)                               Sept 30,    Sept 30,     %
                                               2009        2008    Change
                                               ----        ----    ------
    Operating segment income before tax        $221        $244      (9)%
    Unallocated investment income & other
     revenue                                     19          40     (53)
    Unallocated expenses                        (30)        (34)    (12)
    Interest expense                            (32)        (32)      -
                                                ---         ---     ---
    Income from continuing operations
     before tax                                $178        $218     (18)%
                                               ====        ====    ====


Unallocated investment income and other revenue for the third quarter decreased $21 million to $19 million compared to the prior year quarter due primarily to a $27 million decline in certain private equity distributions, partially offset by $10 million of revenue related to the Company's equity ownership in certain insurance investment funds. Unallocated expenses decreased $4 million to $30 million. The third quarter included $3 million of expense related to the Company's equity ownership in certain insurance investment funds. The prior year quarter included $6 million of costs related to the Benfield merger. Interest expense was similar to the prior year quarter at $32 million.

Conference Call and Webcast Details

The Company will host a conference call on Friday, October 30, 2009 at 7:30 a.m. central time. Interested parties can listen to the conference call via a live audio webcast at www.aon.com.

About Aon

Aon Corporation (NYSE: AOC) is the leading global provider of risk management services, insurance and reinsurance brokerage, and human capital consulting. Through its more than 37,000 colleagues worldwide, Aon readily delivers distinctive client value via innovative and effective risk management and workforce productivity solutions. Aon's industry-leading global resources and technical expertise are delivered locally through more than 500 offices in more than 120 countries. Named the world's best broker by Euromoney magazine's 2008 and 2009 Insurance Survey, Aon also ranked highest on Business Insurance's listing of the world's largest insurance brokers based on commercial retail, wholesale, reinsurance and personal lines brokerage revenues in 2008 and 2009. A.M. Best deemed Aon the number one insurance broker based on brokerage revenues in 2007, 2008, and 2009, and Aon was voted best insurance intermediary, best reinsurance intermediary and best employee benefits consulting firm in 2007 and 2008 by the readers of Business Insurance. For more information on Aon, log onto http://www.aon.com.

Safe Harbor Statement

This press release contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include: general economic conditions in different countries in which we do business around the world, changes in global equity and fixed income markets that could affect the return on invested assets, fluctuations in exchange and interest rates that could influence revenue and expense, rating agency actions that could affect our ability to borrow funds, funding of our various pension plans, changes in the competitive environment, our ability to implement restructuring initiatives and other initiatives intended to yield cost savings, changes in commercial property and casualty markets and commercial premium rates that could impact revenues, the outcome of inquiries from regulators and investigations related to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws, the impact of investigations brought by U.S. state attorneys general, U.S. state insurance regulators, U.S. federal prosecutors, U.S. federal regulators, and regulatory authorities in the U.K. and other countries, the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions, ERISA class actions, the cost of resolution of other contingent liabilities and loss contingencies, our ability to integrate Benfield successfully and to realize the anticipated benefits of the Benfield merger. Further information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results, is contained in the Company's filings with the Securities and Exchange Commission.

This press release includes supplemental information related to organic revenue growth and several additional measures including expenses, margins and income per share, that exclude the effects of restructuring charges and certain other noteworthy items that affected results for the comparable periods. Organic revenue growth excludes from reported revenues the impact of foreign exchange, acquisitions, divestitures, transfers between business units, investment income, reimbursable expenses and unusual items. The impact of foreign exchange is determined by translating last year's revenue, expense or net income at this year's foreign exchange rates. Reconciliation is provided in the attached schedules. Supplemental organic revenue growth information and additional measures that exclude the effects of the restructuring charges and certain other items do not affect net income or any other GAAP reported amounts. Management believes that these measures are important to make meaningful period-to-period comparisons and that this supplemental information is helpful to investors. They should be viewed in addition to, not in lieu of, the Company's Consolidated Summary of Operations. Industry peers provide similar supplemental information regarding their performance, although they may not make identical adjustments.



    Investor Contact:                  Media Contact:
    Scott Malchow                      David Prosperi
    Vice President,                    Vice President,
    Investor Relations                 Global Public Relations
    312-381-3983                       312-381-2485


    Aon Corporation
    Consolidated Summary of Operations (Unaudited)

                           Third Quarter Ended      Nine Months Ended
                           -------------------      -----------------
                           Sept.   Sept.            Sept.  Sept.
    (millions except        30,     30,     Percent  30,    30,       Percent
     per share data)       2009    2008     Change  2009   2008       Change
                           ----    ----     ------  ----   ----       ------
    Revenue
    -------
      Commissions, fees
       and other          $1,780  $1,756       1%  $5,466 $5,493         -%
      Investment income       28      90     (69)      81    214       (62)
                             ---     ---     ---      ---    ---       ---
        Total revenue      1,808   1,846      (2)   5,547  5,707        (3)
                           -----   -----     ---    -----  -----       ---

    Expenses
    --------
      Compensation and
       benefits            1,119   1,131      (1)   3,267  3,428        (5)
      Other general
       expenses              424     419       1    1,287  1,333        (3)
      Depreciation and
       amortization           56      49      14      174    157        11
                             ---     ---     ---      ---    ---       ---
        Total operating
         expenses          1,599   1,599       -    4,728  4,918        (4)
                           -----   -----     ---    -----  -----       ---
    Operating income         209     247     (15)     819    789         4

      Interest expense        32      32       -       87     96        (9)
      Other (income)
       expense                (1)     (3)    (67)       1     (9)       N/A
                             ---     ---     ---      ---    ---        ---
    Income from
     continuing
     operations before
     provision for
     income tax              178     218     (18)     731    702         4
      Provision for
       income tax (1)         47      59     (20)     212    192        10
                             ---     ---     ---      ---    ---       ---
    Income from
     continuing
     operations              131     159     (18)     519    510         2
                             ---     ---     ---      ---    ---       ---

    Discontinued operations
      Income (loss) from
       discontinued
       operations              -     (57)    N/A       93  1,440       (94)
      Provision for
       (benefit from)
       income tax (2)         (3)    (19)    (84)      38    470       (92)
                             ---     ---     ---      ---    ---       ---
    Income (loss) from
     discontinued
     operations                3     (38)    N/A       55    970       (94)
                             ---     ---    ----      ---    ---       ---

     Net income              134     121      11      574  1,480       (61)
      Less:  Net income
       attributable to
       the noncontrolling
       interests              14       4     250       25     12       108
                             ---     ---     ---      ---    ---       ---
    Net income
     attributable to
     Aon stockholders       $120    $117       3%    $549 $1,468       (63)%
                            ====    ====     ===     ==== ======       ===

    Net income
     attributable to
     Aon stockholders:
      Income from
       continuing
       operations           $117    $155     (25)%   $494   $498        (1)%
      Income (loss)
       from discontinued
       operations              3     (38)     N/A      55    970       (94)
                             ---     ---      ---     ---    ---       ---
      Net income            $120    $117       3%    $549 $1,468       (63)%
                            ====    ====     ===     ==== ======       ===
    Basic net income
     per share
     attributable
     to Aon
     stockholders (3):
      Income from
       continuing
       operations          $0.41   $0.55     (25)%  $1.74  $1.68         4%
      Income (loss)
       from
       discontinued
       operations           0.01   (0.13)     N/A    0.19   3.26       (94)
                            ----   -----      ---    ----   ----       ---
      Net income           $0.42   $0.42       -%   $1.93  $4.94       (61)%
                           =====   =====     ===    =====  =====       ===

    Diluted net
     income per share
     attributable
     to Aon
     stockholders (3):
      Income from
       continuing
       operations          $0.40   $0.53     (25)%  $1.69  $1.61         5%
      Income (loss)
       from
       discontinued
       operations           0.01   (0.13)     N/A    0.19   3.14       (94)
                            ----   -----      ---    ----   ----       ---
      Net income           $0.41   $0.40       3%   $1.88  $4.75       (60)%
                           =====   =====     ===    =====  =====       ===

    Weighted average
     common shares
     outstanding -
     diluted               292.1   293.9      (1)%  292.2  308.9        (5)%
                           =====   =====     ===    =====  =====       ===



    (1)  Tax rate for continuing operations is 26.7% and 27.1% for the third
         quarters ended September 30, 2009 and 2008, respectively, and 29.1%
         and 27.4% for the nine months ended September 30, 2009 and 2008,
         respectively.  The underlying tax rate on continuing operations for
         2009 is approximately 28%.

    (2)  Tax rate for discontinued operations is not meaningful and 33.3% for
         the third quarters ended September 30, 2009 and 2008, respectively,
         and 40.9% and 32.6% for the nine months ended September 30, 2009
         and 2008, respectively.

    (3)  The basic and diluted earnings per share calculation was performed
         using the two-class method and included the impact of certain
         unvested share-based payment awards that have the right to receive
         nonforfeitable dividends.



    Aon Corporation
    Revenue from Continuing Operations (Unaudited)

                                     Third Quarter Ended
                       -------------------------------------------------------
                                                            Less:
                                                            Acqui-
                                                 Less:      sitions,   Organic
                        Sept.   Sept.            Currency   Divest-    Revenue
                         30,     30,    Percent  Impact     itures      Growth
    (millions)          2009    2008    Change    (1)       & Other      (2)
                        ----    ----    ------   -------    --------   -------

    Commissions,
     Fees and Other
    ---------------
    Risk and
     Insurance
     Brokerage
     Services:
      Americas          $541   $557     (3)%      (2)%         -%       (1)%
      United
       Kingdom           167    182     (8)       (9)          5        (4)
      Europe,
       Middle
       East &
       Africa            273    314    (13)       (7)         (1)       (5)
      Asia Pacific       111    120     (8)       (5)         (2)       (1)
      Reinsurance
       brokerage
       and related
       services          379    252     50        (4)         58        (4)
                         ---    ---    ---       ---         ---       ---
         Total Risk
          and
          Insurance
          Brokerage
          Services     1,471  1,425      3        (5)         11        (3)
                       -----  -----    ---       ---         ---       ---
    Consulting:
      Consulting
       services          262    284     (8)       (4)          1        (5)
      Outsourcing         46     51    (10)       (6)          1        (5)
                         ---    ---    ---       ---         ---       ---
         Total
          Consulting     308    335     (8)       (4)          1        (5)
                         ---    ---    ---       ---         ---       ---
    Total
     Operating
     Segments         $1,779 $1,760      1%       (5)%         9%       (3)%
                      ====== ======    ===       ===         ===       ===

    Investment Income
    -----------------
    Risk and Insurance
     Brokerage Services  $18    $48    (63)%
    Consulting             -      2   (100)
    Unallocated           10     40    (75)
                          --     --    ---
        Total            $28    $90    (69)%
                         ===    ===    ===

    Total Revenue
    -------------
    Risk and Insurance
     Brokerage
     Services         $1,489 $1,473      1%
    Consulting           308    337     (9)
    Unallocated
     and Other            19     40    (53)
    Intersegment          (8)    (4)   100
                         ---    ---    ---
        Total         $1,808 $1,846     (2)%
                      ====== ======    ===


    (1)  Currency impact is determined by translating last year's revenue at
         this year's foreign exchange rates.

    (2)  Organic revenue growth excludes the impact of foreign exchange,
         acquisitions, divestitures, transfers, reimbursable expenses and
         unusual items.



    Aon Corporation
    Revenue from Continuing Operations (Unaudited)

                                     Nine Months Ended
                        ------------------------------------------------------
                                                            Less:
                                                            Acqui-
                                                 Less:      sitions,   Organic
                        Sept.   Sept.            Currency   Divest-    Revenue
                         30,     30,    Percent  Impact     itures      Growth
    (millions)          2009    2008    Change    (1)       & Other      (2)
                        ----    ----    ------   -------    --------  --------

    Commissions,
     Fees and Other
     --------------
    Risk and
     Insurance
     Brokerage
     Services:
      Americas        $1,592 $1,638     (3)%      (4)%         -%        1%
      United
       Kingdom           464    546    (15)      (14)          4        (5)
      Europe,
       Middle
       East &
       Africa          1,030  1,188    (13)      (11)          -        (2)
      Asia
       Pacific           318    373    (15)      (12)         (2)       (1)
      Reinsurance
       brokerage
       and related
       services        1,146    756     52        (6)         58         -
                       -----    ---    ---       ---         ---       ---
         Total Risk
          and
          Insurance
          Brokerage
          Services     4,550  4,501      1        (8)         10        (1)
                       -----  -----    ---       ---         ---       ---
    Consulting:
      Consulting
       services          776    850     (9)       (8)          -        (1)
      Outsourcing        140    162    (14)      (10)          -        (4)
                         ---    ---    ---       ---         ---       ---
         Total
          Consulting     916  1,012     (9)       (8)          1        (2)
                         ---  -----    ---       ---         ---       ---
    Total
     Operating
     Segments         $5,466 $5,513     (1)%      (8)%         8%       (1)%
                      ====== ======    ===       ===         ===       ===

    Investment Income
    -----------------
    Risk and
     Insurance
     Brokerage
     Services            $67   $148    (55)%
    Consulting             1      4    (75)
    Unallocated           13     62    (79)
                         ---    ---    ---
        Total            $81   $214    (62)%
                         ===   ====    ===

    Total Revenue
    -------------
    Risk and
     Insurance
     Brokerage
     Services         $4,617 $4,649     (1)%
    Consulting           917  1,016    (10)
    Unallocated
     and Other            33     62    (47)
    Intersegment         (20)   (20)     -
                         ---    ---    ---
        Total         $5,547 $5,707     (3)%
                      ====== ======    ===


    (1)  Currency impact is determined by translating last year's revenue at
         this year's foreign exchange rates.

    (2)  Organic revenue growth excludes the impact of foreign exchange,
         acquisitions, divestitures, transfers, reimbursable expenses and
         unusual items.



    Aon Corporation - Segments (Unaudited)
    Risk and Insurance Brokerage Services - Continuing Operations
    --------------------------------------------------------------

                           Third Quarter Ended          Nine Months Ended
                        -------------------------    ----------------------
                        Sept.   Sept.                Sept.   Sept.
                         30,     30,      Percent     30,     30,    Percent
    (millions)          2009    2008      Change     2009    2008    Change
                        ----    ----      ------     ----    ----    ------
    Revenue
    -------
      Commissions,
       fees and
       other           $1,471  $1,425        3%  $4,550  $4,501         1%
      Investment
       income              18      48      (63)      67     148       (55)
                          ---     ---      ---      ---     ---       ---
        Total
         revenue        1,489   1,473        1    4,617   4,649        (1)
                        -----   -----      ---    -----   -----       ---

    Expenses
    --------
      Compensation
       and benefits       909     910        -    2,678   2,773        (3)
      Other general
       expenses           393     380        3    1,207   1,221        (1)
                          ---     ---      ---    -----   -----       ---
        Total
         operating
         expenses       1,302   1,290        1    3,885   3,994        (3)
                        -----   -----      ---    -----   -----       ---

    Operating
     income               187     183        2      732     655        12
      Other expense
       (income)            (1)     (9)     (89)       6     (14)      N/A
                           --      --      ---      ---     ---       ---
    Income before
     provision for
     income tax          $188    $192       (2)%   $726    $669         9%
                         ====    ====      ===     ====    ====       ===

    Pretax income
     margin              12.6%   13.0%             15.7%   14.4%

    Consulting -
     Continuing
     Operations            Third Quarter Ended          Nine Months Ended
    -------------       ------------------------     ----------------------
                        Sept.   Sept.                Sept.   Sept.
                         30,     30,      Percent     30,     30,    Percent
    (millions)          2009    2008      Change     2009    2008    Change
                        ----    ----      ------     ----    ----    ------
    Revenue
    -------
      Commissions,
       fees and
       other             $308    $335       (8)%   $916  $1,012        (9)%
      Investment
       income               -       2     (100)       1       4       (75)
                          ---     ---     ----      ---     ---       ---
        Total
         revenue          308     337       (9)     917   1,016       (10)
                          ---     ---       ---     ---   -----       ---

    Expenses
    --------
      Compensation
       and benefits       198     206       (4)     544     612       (11)
      Other general
       expenses            77      79       (3)     229     247        (7)
                          ---     ---      ---      ---     ---       ---
        Total
         operating
         expenses         275     285       (4)     773     859       (10)
                          ---     ---      ---      ---     ---       ---

    Operating
     income                33      52      (37)     144     157        (8)
      Other expense
       (income)             -       -        -        -      (1)     (100)
                          ---     ---      ---      ---     ---      ----
    Income before
     provision for
     income tax           $33     $52      (37)%   $144    $158        (9)%
                          ===     ===      ===     ====    ====       ===

    Pretax income
     margin              10.7%   15.4%             15.7%   15.6%

    Reconciliation of
     segment income
     before provision
     for income tax to
     income from
     continuing
     operations before
     provision for
     income tax:
                           Third Quarter Ended          Nine Months Ended
                        -------------------------    -----------------------
                        Sept.   Sept.                Sept.   Sept.
                         30,     30,      Percent     30,     30,    Percent
    (millions)          2009    2008      Change     2009    2008    Change
                        ----    ----      ------     ----    ----    -------
    Segment income
     before provision
     for income tax
      Risk and
       Insurance
       Brokerage
       Services          $188    $192       (2)%   $726    $669         9%
      Consulting           33      52      (37)     144     158        (9)
                          ---     ---      ---      ---     ---       ---
         Total
          segment
          income
          before
          provision
          for income
          tax             221     244       (9)     870     827         5
      Unallocated
       investment
       income and
       other
       revenue             19      40      (53)      33      62       (47)
      Unallocated
       expenses           (30)    (34)     (12)     (85)    (91)       (7)
      Interest
       expense            (32)    (32)       -      (87)    (96)       (9)
                          ---     ---      ---      ---     ---       ---
    Income from
     continuing
     operations
     before
     provision for
     income tax          $178    $218      (18)%   $731    $702         4%
                         ====    ====      ===     ====    ====       ===

    Pretax income
     margin               9.8%   11.8%             13.2%   12.3%




    Aon Corporation
    Reconciliation of the Impact of Non-GAAP Measures on Segments and Diluted
     Earnings Per Share (Unaudited) (1)



                                Third Quarter Ended September 30, 2009
                                --------------------------------------
                                Risk and
                                Insurance                Unallocated
    (millions except            Brokerage                 Income &
     per share data)            Services    Consulting     Expense      Total
                                --------    ----------   -----------    -----
    Revenue as  reported         $1,489       $308           $11       $1,808
                                 ======       ====           ===       ======

    Income (loss) from
     continuing operations
     before  provision for
     income tax - as reported      $188        $33          $(43)        $178
      Restructuring charges
       (Aon Benfield and
       2007 plan)                    84         15             -           99
      Pension curtailment             -          -             -            -
      Anti-bribery and compliance
       initiatives                    1          -             -            1
      Benfield integration costs      1          -             -            1
                                    ---        ---           ---          ---
    Income (loss) from
     continuing operations before
     provision for income
     tax - as adjusted             $274        $48          $(43)         279
                                   ====        ===          ====
    Provision for income
     taxes (2)                                                             75
                                                                          ---
    Income from continuing
     operations - as adjusted                                             204
      Less: Net income attributable
       to noncontrolling interests                                         14
                                                                          ---
    Income from continuing
     operations - as adjusted                                            $190
                                                                         ====
    Diluted earnings per share
     from continuing operations -
     as adjusted                                                        $0.65
                                                                        =====

    Weighted average common shares
     outstanding - diluted                                              292.1
                                                                        =====

    Pretax income margins -
     as adjusted                   18.4%      15.6%          N/A         15.4%
                                   ====       ====           ===         ====

                                    Third Quarter Ended September 30, 2008
                                ---------------------------------------------
                                Risk and
                                Insurance                Unallocated
    (millions except            Brokerage                 Income &
     per share data)            Services    Consulting     Expense      Total
                                --------    ----------   -----------    -----
    Revenue as reported          $1,473       $337           $36       $1,846
                                 ======       ====           ===       ======

    Income (loss) from
     continuing operations
     before provision for
     income tax - as   reported    $192        $52          $(26)        $218
      Restructuring charges
       (2005 and 2007 plan)          53          1             -           54
      Anti-bribery and
       compliance initiatives         6          -             -            6
      Benfield costs                  -          -             6            6
      Gain on sale of land            -          -             -            -
                                    ---        ---           ---          ---
    Income (loss) from
     continuing operations
     before provision for
     income tax - as adjusted      $251        $53          $(20)         284
                                   ====        ===           ====
    Provision for income
     taxes (2)                                                             77
                                                                          ---
    Income from continuing
     operations - as adjusted                                             207
      Less: Net income
       attributable to
       noncontrolling interests                                             4
                                                                          ---
    Income from continuing
     operations - as adjusted                                            $203
                                                                         ====
    Diluted earnings per share
     from continuing operations -
     as adjusted                                                        $0.69
                                                                        =====

    Weighted average common
     shares outstanding -
     diluted                                                            293.9
                                                                        =====

    Pretax income margins -
     as adjusted                   17.0%      15.7%          N/A         15.4%
                                   ====       ====           ===         ====



                                     Nine Months Ended September 30, 2009
                                 -------------------------------------------
                                Risk and
                                Insurance                Unallocated
    (millions except            Brokerage                 Income &
     per share data)            Services    Consulting     Expense      Total
                                --------    ----------   -----------    -----
    Revenue as reported          $4,617       $917           $13       $5,547
                                 ======       ====           ===       ======

    Income (loss) from
     continuing operations
     before provision for
     income tax - as reported      $726       $144         $(139)        $731
      Restructuring charges
       (Aon Benfield and
       2007 plan)                   216         21             -          237
      Pension curtailment           (54)       (20)           (4)         (78)
      Anti-bribery and
       compliance initiatives         3          -             -            3
      Benfield integration costs     13          -             -           13
                                    ---        ---           ---          ---
    Income (loss) from
     continuing operations before
     provision for
     income tax - as adjusted      $904       $145         $(143)         906
                                   ====       ====          =====
    Provision for income
     taxes (2)                                                            251
                                                                          ---
    Income from continuing
     operations - as adjusted                                             655
      Less:  Net income
       attributable to
       noncontrolling interests                                            25
                                                                          ---
    Income from continuing
     operations - as adjusted                                            $630
                                                                         ====
    Diluted earnings per share
     from continuing operations -
     as adjusted                                                        $2.16
                                                                        =====

    Weighted average common
     shares outstanding - diluted                                       292.2
                                                                        =====

    Pretax income margins -
     as adjusted                   19.6%      15.8%          N/A         16.3%
                                   ====       ====           ===         ====

                                 Nine Months Ended September 30, 2008
                                 ------------------------------------
                                Risk and
                                Insurance                Unallocated
    (millions except            Brokerage                 Income &
     per share data)            Services    Consulting     Expense      Total
                                --------    ----------   -----------    -----
    Revenue as reported          $4,649     $1,016           $42       $5,707
                                 ======     ======           ===       ======

    Income (loss) from
     continuing operations
     before provision for
     income tax - as reported      $669       $158         $(125)        $702
      Restructuring charges
       (2005 and 2007 plan)         159          8             -          167
      Anti-bribery and
       compliance initiatives        31          -             -           31
      Benfield costs                  -          -             6            6
      Gain on sale of land           (5)         -             -           (5)
                                     ---       ---           ---          ---
    Income (loss) from
     continuing operations
     before provision for
     income tax -
     as adjusted                   $854       $166         $(119)         901
                                   ====       ====         =====
    Provision for income
     taxes (2)                                                            247
                                                                          ---
    Income from continuing
     operations - as adjusted                                             654
      Less:  Net income
       attributable to
       noncontrolling interests                                            12
                                                                          ---
    Income from continuing
     operations - as adjusted                                            $642
                                                                         ====
    Diluted earnings per share
     from continuing operations -
     as adjusted                                                        $2.08
                                                                        =====

    Weighted average common shares
     outstanding - diluted                                              308.9
                                                                        =====

    Pretax income margins -
     as adjusted                   18.4%      16.3%          N/A         15.8%
                                   ====       ====           ===         ====

    (1)  Certain noteworthy items impacting pretax income in 2009 and 2008 are
         described in this schedule.  The income (loss) from continuing
         operations before provision for income tax, diluted earnings per
         share from continuing operations and related margins shown with the
         caption "as adjusted" are non-GAAP measures.

    (2)  Tax rate for continuing operations is 26.7% and 27.1% for the third
         quarters ended September 30, 2009 and 2008, respectively, and 29.1%
         and 27.4% for the nine months ended September 30, 2009 and 2008,
         respectively (U.S. GAAP).  All reconciling items are tax effected
         at the above rates, except for the nine months 2009 reconciling
         items, where the U.S. GAAP effective tax rate was adjusted to 27.7%
         to exclude the impact of the 40% tax rate applied to the $83 million
         U.S. pension curtailment gain.



    Aon Corporation - Restructuring Plans (Unaudited) (1)

    2007 Restructuring Plan

    By Type:                                Actual
                            -------------------------------------
                             Full   Full   Third    Nine    Total
                             Year   Year  Quarter  Months  Incurred  Estimated
    (millions)               2007   2008   2009     2009   to Date     Total
                             ----   ----   ----     ----   -------     -----
    Workforce reduction       $17  $166      $48    $118      $301     $470
    Lease consolidation        22    38       29      56       116      145
    Asset impairments           4    18        3       7        29       38
    Other costs associated
     with restructuring         3    29        4      11        43       47
                              ---   ---      ---     ---       ---      ---
    Total restructuring
     and related expenses     $46  $251      $84    $192      $489     $700
                              ===  ====      ===    ====      ====     ====

    By Segment:

    Risk and Insurance
     Brokerage Services       $41  $234      $69    $171      $446     $645
    Consulting                  5    17       15      21        43       55
                              ---   ---      ---     ---       ---      ---
    Total restructuring
     and related expenses     $46  $251      $84    $192      $489     $700
                              ===  ====      ===    ====      ====     ====




    Benfield Restructuring Plan

    By Type:
                                             Operations
                                          ---------------
                               Purchase
                                Price      Third    Nine
                              Allocation  Quarter  Months  Estimated
    (millions)                    (2)       2009    2009     Total
                              ----------- -------- ------- ---------
    Workforce reduction            $51       $6     $31       $97
    Lease consolidation             24        7      11        47
    Asset impairments                -        1       2         8
    Other costs associated
     with restructuring              2        1       1         3
                                   ---      ---     ---       ---
    Total restructuring
     and related expenses          $77      $15     $45      $155
                                   ===      ===     ===      ====

    (1)  In the Consolidated Summary of Operations, workforce
         reductions are included in "Compensation and benefits,"
         lease consolidations and other costs associated with
         restructuring are included in "Other general expenses,"
         and asset impairments are included in "Depreciation and
         amortization."

    (2)  Represents updated estimate of liabilities to be
         incurred within one year of the acquisition date (11/30/08).



                          Aon Corporation
      Condensed Consolidated Statements of Financial Position

                                             As of
                                 ------------------------------
     (millions)                  Sept. 30, 2009   Dec. 31, 2008
     ----------                  --------------   --------------
                                   (Unaudited)
     ASSETS
    --------
       CURRENT ASSETS
       Cash and cash equivalents           $580           $582
       Short-term investments               602            684
       Receivables                        1,844          1,990
       Fiduciary assets (1)               9,551         10,678
       Other current assets                 349            355
       Assets held for sale                   -            237
                                            ---            ---
         Total Current Assets            12,926         14,526
       Goodwill                           5,957          5,637
       Other intangible assets              763            779
       Fixed assets, net                    453            451
       Investments                          297            332
       Other non-current assets           1,245          1,215
                                          -----          -----
       TOTAL ASSETS                     $21,641        $22,940
                                        =======        =======

     LIABILITIES
    --------------
       CURRENT LIABILITIES
       Fiduciary liabilities             $9,551        $10,678
       Short-term debt                       12            105
       Accounts payable and
        accrued liabilities               1,377          1,560
       Other current liabilities            277            314
       Liabilities held for sale              -            146
                                            ---            ---
         Total Current
          Liabilities                    11,217         12,803
       Long-term debt                     1,998          1,872
       Pension, post employment
        and post retirement liabilities   1,245          1,694
       Other non-current liabilities      1,051          1,156
                                          -----          -----
       TOTAL LIABILITIES                 15,511         17,525
                                         ------         ------
       TOTAL STOCKHOLDERS' EQUITY         5,990          5,310
       Noncontrolling interest              140            105
                                            ---            ---
       TOTAL EQUITY                       6,130          5,415
                                          -----          -----
       TOTAL LIABILITIES AND EQUITY     $21,641        $22,940
                                        =======        =======

     (1) Includes short-term investments:  2009 - $3,440; 2008 - $3,178.



SOURCE Aon Corporation


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